SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
        December 28, 2009
 Allen E. Lyda Chief Financial Officer Tejon Ranch Co. P.O. Box 1000 Lebec, California 93243

Re: Tejon Ranch Co.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-07183

Dear Mr. Lyda:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2008

Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K, page 52
1. We note that exhibits 10.13 and 10.14 omit sche dules and exhibits to the contracts.
Item 601(b)(10) of Regulation S-K requires you to file all material contracts in their
entirety.  Please file the complete contract s with your next peri odic report or tell us
why you believe this information is no longer material to investors.

Allen E. Lyda
Tejon Ranch Co. December 28, 2009 Page 2
Definitive Proxy Statement

Compensation Discussion & Analysis, page 7
 Base Salaries, page 9

2. Your CD&A should explain specifically w hy each named executive officer received
the compensation that he or she did.  In your base salary discussion, you state that
your named executive officers other than your  CEO received a 2.5% increase in base
salary in 2008, “which reflected input from  the Chief Executive Officer.”  In future
filings, please explain in detail why the compensation committee chose to increase
base salaries, the specific input from your CEO that was considered and how it led to
the compensation determination that it did.  Please refer to Item  402(b) of Regulation
S-K for guidance.  Provide us with sample disclosure and confirm that you will provide similar disclosure as applicable in future filings.

Annual Performance-Based Incentive Bonuses, page 9

3. We note that you have disclosed the exact weightings given to the quantitative and
qualitative goals to be met by your CEO in 2008, but you have only provided the weighting ranges for your other named executive  officers.  In future filings, please
disclose the weightings assigned to each individual named executive officer and tell
us how you plan to comply.

4. Please refer to the table regarding the percen tage of base salary for achievement at
the threshold, target and maximum levels for 2008 on page 10.  With respect to the
quantitative goals established for 2008, your disclosure indicate s that each named
executive officer met the maximum award leve l.  Furthermore, it also appears that
your CEO met the maximum level for the qua litative goals assigned to him and that
your other named executive officers fell between  target and maximum levels.  In the
table on page 10, however, with the ex ception of Ms. Perkinson, the actual
percentage of base salary awarded to the executive officer s is either less than the
maximum or target level assi gned to that particular execu tive officer.  Please explain
to us why the actual percenta ge of base salary paid differs from the narrative
disclosure and confirm that you will provide similar disclo sure in future filings.
Furthermore, please also disclose the sp ecific level that each individual executive
officer met.

*  *  *  *
  As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish

Allen E. Lyda
Tejon Ranch Co. December 28, 2009 Page 3  a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Wilson Lee at (202 ) 551-3468 or Cicely LaMothe at (202) 551-
3413 if you have questions regarding comments on the financial statements and related
matters.  Please contact Erin Martin at ( 202) 551-3391 or me at (202) 551-3655 with any
other questions.
Sincerely,

Sonia Barros Special Counsel